UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15
CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS
UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
Commission File Number 0-15287
Phoenix Leasing Cash Distribution Fund II
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(Exact name of registrant as specified in its charter)
2401 Kerner Blvd. San Rafael, CA 94901 (415) 485-4500
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(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Limited Partnership Interests
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(Title of each class of securities covered by this Form)
None
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(Titles of all other classes of securities for which a duty to file reports
under section 13(a) or 15(d) remains)
Please place an X in the box(es) to designate, the appropriate rule provision(s)
relied upon to terminate or suspend the duty to file reports:
Rule 12g-4(a)(1)(i) _X_ Rule 12h-3(b)(1)(i) ___
Rule 12g-4(a)(1)(ii) ___ Rule 12h-3(b)(1)(ii) ___
Rule 12g-4(a)(2)(i) ___ Rule 12h-3(b)(2)(i) ___
Rule 12g-4(a)(2)(ii) ___ Rule 12h-3(b)(2)(ii) ___
Rule 15d-6 ___
Approximate number of holders of record as of the certification or notice date:
0
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Pursuant to the requirements of the Securities Exchange Act of 1934 (Name of
registrant as specified in charter) has caused this certification/notice to be
signed on its behalf by the undersigned duly authorized person.
Phoenix Leasing Incorporated, General Partner
Date: 1/29/98 By: /s/ Bryant J. Tong
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Bryant J. Tong
Senior Vice President, Financial Operations
Instruction: This form is required by Rules 12g-4, 12h-3, and 15d-6 of the
General Rules and Regulations under the Securities Exchange Act of 1934. The
registrant shall file with the Commission three copies of Form 15, one of which
shall be manually signed. It may be signed by an officer of the registrant, by
counsel or by any other duly authorized person. The name and title of the person
signing the form shall be typed or printed under the signature.
